Companies Act 2014

543.

Objection to confirmation by court of proposals

543. (1) At a hearing under section 541 in relation to proposals referred to in that section, a member or creditor whose interest or claim would be impaired by the proposals may object in particular to their confirmation by the court on any of the following grounds—

(a) that there was some material irregularity at or in relation to a meeting to which section 540 applies;

(b) that acceptance of the proposals by the meeting was obtained by improper means;

(c) that the proposals were put forward for an improper purpose;

(d) that the proposals unfairly prejudice the interests of the F296[objector;]

F297[(e) that the proposals fail to satisfy the best-interest-of-creditors test;

(f) that the proposals breach the conditions specified in section 541(3B)(a)(ii).]

F297[(1A) Where a member or creditor objects to the confirmation by the court of the proposals on the grounds set out in subsection (1)(e) or (1)(f), the court shall take a decision on the valuation of the company’s business.]

F297[(1B) For the purpose of taking a decision on a valuation in accordance with subsection (1A), the court may have regard to –

(a) the report of the independent expert prepared in accordance with section 511,

(b) the examiner’s report prepared in accordance with section 534, and

(c) the evidence of any other properly qualified experts that it considers appropriate to appoint or hear.]

F297[(1C) For the purpose of subsection (1B)(c), any party entitled to be heard at a hearing under section 541 may place expert evidence before the court for its consideration.]

(2) Any person who voted to accept the proposals referred to in section 541 may not object to their confirmation by the court except on the grounds—

(a) that such acceptance was obtained by improper means; or

(b) that after voting to accept the proposals the person became aware that the proposals were put forward for an improper purpose.

(3) Where the court upholds an objection under this section, the court may make such order as it deems fit, including an order that the decision of any meeting be set aside and an order that any meeting be reconvened.

Annotations:

Amendments:

F296

Substituted (27.07.2022) by European Union (Preventive Restructuring) Regulations 2022 (S.I. No. 380 of 2022) reg. 18(a)(i), subject to restriction on application in reg. 3.

F297

Inserted (27.07.2022) by European Union (Preventive Restructuring) Regulations 2022 (S.I. No. 380 of 2022) reg. 18(a)(ii), (b), subject to restriction on application in reg. 3.